By-Laws of the Broad River Watershed Association

ARTICLE I Purposes

1. Purposes: The purposes of the Corporation shall be those set forth in the Articles of Incorporation as follows:

The Corporation is organized exclusively for educational, charitable, and scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law. These include but are not limited to the following principle purposes:

1. To acquire, transfer, and manage land in a manner designed to promote the preservation of environmentally valuable or sensitive lands, recreational lands, agricultural lands, lands of historic or cultural importance and open space in the Broad River watershed and other watersheds within the state of Georgia.

2. To acquire by donation, purchase, or other means, any interests or rights in real or personal property of all kinds, and to use, sell, or convey such property and any interests or rights in such a manner as the Board of Directors shall deem appropriate to carry out the purposes set forth herein and subject to the limitations set forth herein.

ARTICLE II Membership

1. Eligibility and voting: Public and private organizations and individuals interested in the objectives and purposes of the Corporation and willing to uphold its policies and subscribe to its By-Laws shall be eligible for membership. All members have voting privileges and become members in good standing upon payment of dues. The Youth class is a non-voting class. Corporations and organizations, as members in good standing, shall be entitled to one vote on all matters submitted to the vote of the general membership.

2. Duration, termination: Memberships shall run for one year. Membership is terminated by resignation or non-payment of dues. Membership year shall coincide with the fiscal year and dues shall not be prorated.

3. Classes: Classes of membership shall be determined by the Board of Directors.

4. Meetings of the members: An annual meeting of the members of the Corporation shall be held in August at a location determined by the Board of Directors.

5. Special meetings: Special meetings of the members of the Corporation may be fixed by the majority of the Board of Directors, or upon the written application of ten (10) members or 1/3 of the membership, whichever is greater. This written application shall state the time, place, and purpose of the special meeting and shall be sent to the Secretary.

6. Quorum: At any meeting of the members of the Corporation a quorum for the transaction of business shall consist of at least ten (10) members or 1/3 or the membership, whichever is less.

7. Notice: Notice of all meetings of the members shall be given in the following manner: written notice stating the place, day and hour shall be sent at least 10 days before the date fixed for the meeting.

ARTICLE III Officers

1. Officers: Officers shall be members of the Broad River Watershed Association and shall be elected by a majority vote of the Board of Directors at the first meeting of the calendar year.

2. Absence: In the absence of an officer or, for any reason, the inability of an officer to act, the Board of Directors may appoint a member to perform the duties of the officer during the period of absence or inability to act.

3. Vacancy: In case of a vacancy in an office, the Board of Directors, by a two-thirds (2/3) vote, may appoint a member to fill the vacancy until the next annual meeting.

4. Removal: Upon recommendation of a majority of the Board of Directors, any officer may be removed by a two-thirds (2/3) vote of the members present and voting at a meeting of the Corporation.

5. Chairperson: The Chairperson of the Board of Directors shall be the Chief Executive Officer of the Corporation. The Chairperson shall preside at all meetings of the members and of the Board of Directors at which he or she is present. The Chairperson shall have a prepared statement of the affairs of the Corporation to be submitted at the annual meeting. The Chairperson shall have the general powers and duties usually vested in the office of President of a Corporation, including the establishment and appointment of all standing committees and other committees as required. Committee appointments must be confirmed by a majority vote of the Board of Directors. The Nominating Committee shall be a standing committee. In addition, an Advisory Board may be appointed by the Chairperson with approval by a majority vote of the Board of Directors. The chairperson is an ex-officio member of all committees, with voting power. Chairpersons of all committees shall be elected by the members of the committee.

6. Co-chairperson: The Co-chairperson shall work and cooperate with the Chairperson in the exercise of the powers and duties of the Chairperson as requested by the Chairperson. The Co-chairperson shall act for the Chairperson in the event of his or her absence.

7. Secretary: The Secretary shall attend the meetings of the members and the Board of Directors and shall record in the record book of the Corporation the proceedings of the members and Directors at such meetings. The secretary shall maintain membership records, shall notify the members and Directors of their respective meetings in accordance with these By-Laws and shall perform such other duties as are usually incident to the office or as the Board of Directors shall from time to time prescribe.

8. Treasurer: The Treasurer shall have the custody of all funds of the Corporation and shall deposit such funds in the name of the Corporation in such banks or financial institutions as the Directors may choose; the Treasurer shall collect all dues and other income; the Treasurer, or in his or her absence the Chairperson, or another member of the Board of Directors designated by a majority vote of the board, shall sign all checks, drafts, notes, and orders for payment of the money; the Treasurer shall at all reasonable times keep books and accounts open to any member or Director of the Corporation and shall be prepared to give financial reports as the Board of Directors may require.

9. Limitation of Authority:

(a) Chairperson: The Chairperson shall not act in matters relating to the acceptance or transfer of land or interests in land, or in executing papers including deeds, mortgages, leases, transfers, contracts, bonds, notes, powers of authority, and other obligations, without the approval of a majority of the Board of Directors.

(b) Treasurer: The Treasurer shall not execute checks, drafts, notes, and other orders for payment of money on land transactions without the approval of the majority of the Board of Directors.

ARTICLE IV Board of Directors

1. Election and Composition: The Board of Directors shall consist of nine (9) to Thirteen (13) members elected by the membership at the annual meeting. Prior to the annual meeting, the Board of Directors shall determine the number of terms to fill for the upcoming year. Board members shall take office in January of the year following their election. The term of office for Board members is three years. A Board member shall be limited to two (2) consecutive three (3) year terms (a term of one year or less is not counted toward consecutive terms.) After serving two consecutive terms, a Board member must be off the Board for one (1) year. Board terms shall expire on a rotating basis with no more than one-third (1/3) plus one of the terms expiring at any one time.

2. Meetings: The Board of Directors shall meet quarterly in February, May, August, and November. Additional called meetings may be requested by the Chairperson, one-third (1/3) of the Board of Directors, or one-third (1/3) of the general membership with a 10 day notification.

3. Powers and Duties: The Board of Directors shall have the powers and duties necessary and appropriate for the administration of the affairs of the Corporation. All powers of the Corporation, except those specifically granted or reserved to the members by law, by the Articles of Incorporation, or by these By-Laws, shall be vested in the Board of Directors. The Board of Directors shall have the power to purchase, lease, pledge, and sell the property of the Corporation and to make such contracts or agreements on behalf of the Corporation as the Board of Directors may deem appropriate for the Corporation to accomplish its purposes. The Board of Directors shall administer any donations and bequests received by the Corporation.

4. Vacancies: In case of any vacancy on the Board of Directors, another member shall be appointed by the Board of Directors to serve for the remainder of the term of the vacated seat.

5. Removal: Upon recommendation of a majority of the Board of Directors, any Director may be removed by a two-thirds (2/3) vote of the members present and voting at a meeting of the Corporation.

6. Compensation: Members of the Board of Directors shall receive no compensation for their services and duties as Directors. The word "compensation" as used in these By-Laws does not include reimbursement for out-of-pocket expenses incurred in connection with Corporation business.

7. Action Without a Meeting: Any action by the Board of Directors may be taken without a meeting if a majority of the members of the Board of Directors consent to such action. These actions shall be referred to the full Board of Directors for ratification in a meeting or by mail vote.

8. Quorum: A simple majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws provide otherwise.

ARTICLE V Nominating Committee

1. Purpose: The purpose of the nominating committee is to solicit nominations for the Board of Directors positions from the general membership. This committee shall establish the nominating procedure and set qualifications for open positions.

2. Composition: (a) The nominating committee after the first year shall be as follows:

Two elected by the general membership at the annual meeting, one of which shall be elected chairperson by this committee,

One elected from the Board of Directors by the members of the Board,

Two standing members: past chairperson of the Nominating Committee and current Chairperson of the Board of Directors.

(b) The nominating committee during the first year (i.e. prior to the first annual meeting) shall be as follows:

Three elected from the general membership by the Board of Directors, one of which shall be elected chairperson by this committee,

Two elected from the Board of Directors by the members of the Board,

One standing member: the current Chairperson of Board Directors.

ARTICLE VI Execution of Papers

All deeds, mortgages, leases, transfers, contracts, bonds, notes, powers of attorney, and other obligations made, executed or endorsed by the Corporation shall be signed by the Chairperson, and another member of the Board of Directors designated by a majority vote of the Board. Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Corporation shall be signed by the Treasurer, or another member of the Board of Directors designated by a majority vote of the Board. The Chairperson will perform duties of the Treasurer in his or her absence.

ARTICLE VII Fiscal Year

The fiscal year of the Corporation shall end on June 30th of each year.

1. Indemnification: The Corporation shall indemnify any and all persons who may serve as officers or Directors against any and all expenses including attorney's fees in connection with his or her defense in a judicial or administrative proceeding involving Chapter 42 of the Internal Revenue Code or Georgia laws relating to the mismanagement of funds of charitable organizations, within the limits described below. Indemnification will be made to the extent that such expenses are reasonably incurred in connection with such proceedings, and provided that said officer or Director is successful in such defense, or such proceeding is terminated by settlement, and that he or she has not acted willfully, but in good faith with reasonable cause to believe that his or her actions or failures to act were in the best interest of the Corporation. The payment of said expenses by the Corporation shall not include the payment of taxes, penalties, expenses of correction, or any amounts for which said officer or Director shall be held liable. Any indemnification hereunder shall be made only after a determination that indemnification of said officer or Director is proper in the circumstances because he or she has met the standards of conduct set forth herein. Such determination shall be made by either a majority vote of a quorum of the Board of Directors consisting of those Directors who were not parties to such proceedings or, if such quorum is not obtainable, by written opinion of independent legal counsel selected by those Directors not parties to such proceedings.

2. Insurance: The Corporation shall purchase and maintain insurance on behalf of the Corporation and any person who is or was a Director or officer of the corporation against any liability, or settlement based on liability, incurred by him in any such capacity, or arising out or his or her status as such.

ARTICLE IX Prohibition Against Sharing in Corporate Earnings

No member, officer, Director or any other private person shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of reasonable compensation for services rendered to the Corporation in carrying out any of its tax exempt purposes; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.

ARTICLE X Prohibited Activities

Notwithstanding any other provision of these By-Laws, no member, officer, employee, Director, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted of an organization exempt under Section 501 (c)(3) of the Internal Revenue Code and its Regulations, as they now exist or may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations, as they now exist or as they may hereafter be amended.

ARTICLE XI Amendment of By-Laws

These By-Laws may be amended by a two-thirds (2/3) vote of the Board of Directors at a meeting at which a quorum is present, and ratification by two-thirds (2/3) of the general membership responding to the call for a vote. Notice of the nature of the proposed amendment must be mailed to all members at least thirty (30) days in advance of the call for a vote.

ARTICLE XII Parliamentary Authority

Roberts’ Rules of Order, the most current edition, shall govern in all cases in which they are applicable and in which they are not in conflict with the By-Laws or the Articles of Incorporation.

BY: BROAD RIVER WATERSHED ASSOCIATION

Chairperson

Attest:

Secretary

[CORPORATE SEAL]

Amended by action of the Board of Directors on July 13, 2010, and Ratified by two-thirds of the general membership responding to the call for a vote on at the annual member meeting on August 28, 2010.